To: Mr. Rhino who wrote (29 ) 6/29/2001 8:19:11 PM From: Glenn Petersen Respond to of 31 HOTJ to be acquired by Monster.com: Monster.Com and HotJobs in $460 Million Deal By Reuters Jun 29 2001 04:25 PM PDT Monster's parent company, TMP Worldwide, will maintain HotJobs.com as a stand-alone site after the deal closes in the fourth quarter. In a marriage between the two best known online recruitment firms, Monster.com will acquire HotJobs.com Ltd. in a deal worth approximately $460 million, they said Friday. Monster's parent company TMP Worldwide Inc., which is a leading Yellow Pages advertising and direct marketing agency, said it will maintain HotJobs.com as a stand-alone site after the deal closes in the fourth quarter. The combination of Monster and HotJobs -- the number one and number two global online career brands and web sites according to Media Metrix -- will be a formidable combination in the online recruitment industry, which has been one of the biggest success stories of the Internet. Together, the sites handle more than 14 million resumes for some 650,000 jobs. Under terms of the acquisition agreement, each share of HotJobs common stock outstanding will be exchanged for 0.2195 shares of TMP common stock. TMP said it anticipates issuing approximately 8.3 million shares of its common stock, with a value of about $460 million, based on the 10-day average TMP closing stock price, representing a 20.9-percent premium to HotJobs' June 28 closing price. Outstanding HotJobs options will be converted into options to acquire TMP Worldwide common stock at the same exchange ratio. After the completion of the merger, based on shares currently outstanding, TMP Worldwide will have approximately 116.8 million shares outstanding. The board's of both companies have approved the transaction, which is expected to be tax-free to the shareholders of both companies. The merger is subject to the approval of HotJobs' shareholders, regulatory approval and other customary closing conditions, and is expected to close in the fourth quarter. "This acquisition will significantly expand our portfolio of services and our reach among job seekers and employers who view the Web as an essential channel for career management and finding talent," said Andrew McKelvey, chairman and chief executive officer of TMP Worldwide. "HotJobs is an excellent fit for us, offering both strategic opportunities and operational synergies. With the addition of HotJobs, TMP and Monster.com's strong global presence will be expanded by the increased breadth and depth of services." "Becoming part of TMP Worldwide will provide our company with enormous opportunities for cross selling services and international growth," said Dimitri Boylan, president and CEO of HotJobs. "This is an exciting new chapter for us and I'm excited to bring our talents and services across to the TMP spectrum of career services."